9911796707
TMI Blog2006 (4) TMI 255X X X X Extracts X X X X X X X X Extracts X X X X ..... ommissions and omissions on the part of the respondent-Company, in furtherance of which, complaints were filed by the revision petitioner against the Company. Contravention of the provisions of Companies Act alleged in each criminal case and the concerned criminal revision petition numbers are as follows : C.C. Number Contravention alleged Concerned provision of Companies Act Concerned Crl. Revn. Petn. 1286/1993 Loose leaf minutes books of Board and General body meetings had been maintained without binding them and without locking device and without serially numbering them. Section 193(6) 710/2000 1287/1993 Not maintaining the register of contracts and not entering in such register the transactions of the Company with firms in which directors were interested. Section 301(4) 711/2000 1288/1993 Transferring its annual profits to General reserve in excess of the permissible limits. Section 205(2-A) read with Section 629A 712/2000 1289/1993 Printing and issuing share certificates without resolution of Board of Directors prior to 25-9-1992. Section 84(4) read with Section 629A 713/2000 Entries in the Register of members had not been duly authenticated by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , all the complaints were dismissed on the ground of limitation, challenging which these revision petitions have been filed. 4. It is contended by Sri Urval N. Ramanand, learned Senior Standing Counsel for the Central Government representing the revision petitioner in each revision petition that the contravention of the provisions of the Companies Act many a times is disclosed when the inspection of books of account and other books of the Company is conducted and it is only when the matter is verified with the company and it is confirmed that contravention disclosed during inspection has in fact been committed that the limitation for such offence starts to run. Referring to section 469(1)(b ) of the Code of Criminal Procedure he submits that where the commission of the offence is not known to the aggrieved person, the first day on which such offence comes to the knowledge of such person has to be taken as the starting point for limitation in an offence against the provisions of the Companies Act. In this regard he places reliance on the following two decisions. 5. In the first decision, i.e., P. D. Jambhekar v. State of Gujarat AIR 1973 SC 309 one Chandrakanth Jethalal was a work ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gard he places reliance, on three decisions. 8. In the first decision, i.e., Asstt. Registrar of Companies v. H. C. Kothari 1992 75 Comp. Cas. 688 (Mad.), the balance sheets of the company of which the accused were the directors revealed that the investments made by the Company for certain years were in excess of 30 per cent limit prescribed under section 372(2) of the Companies Act, for which approval of the Central Government had not been obtained. There was also no required resolution. On a complaint, the learned Magistrate dismissed the complaint on the ground of limitation. On appeal, it was held that the balance sheets having been duly filed each year with the Registrar of Companies, it was deemed that he had the knowledge of the contents of the balance sheets and of the offence upon receipt thereof. In that view of the matter, the complaint was held to have been barred by limitation. 9. In the second decision, i.e., IPC Agro-Tech Ltd. v. Registrar of Companies [1996] 86 Comp. Cas. 170 (AP), based on similar fact of the balance sheets of the Company being received by the Registrar, it was held that the Registrar being an authority enjoined under the Act to see that the prov ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ment by the Supreme Court in Registrar of Companies v. Rajshree Sugar & Chemicals Ltd. AIR 2000 SC 16431. The question of limitation under section 469(1)(b) of the Code of Criminal Procedure was the point in issue in that case, and the following observations have been made in the said decision : "The phrase 'person aggrieved' has not been defined in Cr. P.C. However, as far as offences under the Companies Act are concerned, the words must be understood and construed in the context of section 621. If the words 'person aggrieved' are read to mean only 'the person affected' by the failure of the Company to transfer the shares or allot the shares, then the only 'person aggrieved' would be the transferee or the allottee, as the case may be. Under section 621, no Court can take cognizance of an offence against Companies Act except on the complaint of a shareholder, the Registrar or the person duly authorised by the Central Government. Where the transferee or allottee is not an existing shareholder of the Company, if the words 'Person aggrieved' is read in such a limited manner, it would mean that section 469(1)(b) of Cr. P.C. would be entirely inapplicable to offences under section 113 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... show that the inspection was done by the Department of Company Affairs and there is nothing to show that at that time, the Registrar of Companies had been informed of the inspection. The result of the inspection came to the knowledge of the Registrar only when he received the report on 14-7-1993. That date has to be taken as the starting point for limitation. If it is so, all the complaints were within time. 14. It is next submitted by Sri Jayavittal Rao Kolar, learned counsel for the respondent that the revival of these complaints, which were of the year 1993 would not be worthwhile since charges mainly relate to certain technical omissions or commissions. He submits that the Company has been wound up by the order dated 8-2-2006 passed by this Court in Company Petition No. 224/2003 and if at all the complaints have to continue against the Company, they have to be continued against the Official Liquidator. In view of the provisions of section 446 of the Companies Act that has to be done after the complainant obtains permission of the Company Court to continue the prosecution against the Official Liquidator. 15. The omissions or commissions by the Company noticed in C.C. Nos. 1286 ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
